2011

The New York Court of Appeals sidestepped the issue of LLC promoter liability for pre-formation nondisclosure in its decision last week in Roni LLC v. Arfa. It’s in this week’s New York Business Divorce, which also pays tribute to the late Professor Larry Ribstein.
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Continue Reading With a Whimper, Not a Bang: New York’s Top Court Rules on LLC Promoter Liability

Dueling corporate dissolution petitions? The petitioner demanding that he be allowed to buy out the respondent? Sounds odd, but that’s what happened in Matter of Carson, decided last week by the Appellate Division, Third Department, and featured in this week’s New York Business Divorce.
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Continue Reading The Case of the Dueling Dissolution Petitions: Who Can Buy Out Whom?

With about 1,300 pizzerias in New York City, it’s inevitable that some of them wind up the subject of involuntary corporate dissolution proceedings, such as the one recently decided by Nassau Commercial Division Justice Ira Warshawsky in Matter of DiMaria involving a petition brought by a minority owner alleging shareholder oppression and majority owners counter-alleging that the petitioner himself engaged in wrongful conduct. Learn more in this week’s New York Business Divorce.
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Continue Reading Pizza Wars of the Shareholder Kind

A decision last week by the Appellate Division, First Department, in Lehey v. Goldburt brings to light a bitter dispute between the managing member of a vodka distributor with a gimmicky bottle featuring an LED ticker display, and an investor claiming that his millions in funding have been squandered. Get the story in this week’s New York Business Divorce.
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Continue Reading Appellate Court Reinstates LLC Manager in Dispute with Investor in Vodka Venture

Freeze-out mergers are well known in the corporate venue, but did you know they can also be used for limited liability companies, and that they can trigger appraisal rights? This week’s New York Business Divorce examines a decision by Manhattan Commercial Division Justice Charles Ramos in a rare lawsuit prompted by an LLC freeze-out merger.
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Continue Reading Freeze-Out Merger and the Limited Liability Company

A decision earlier this month by Manhattan Commercial Division Justice Bernard Fried in Barasch v. Williams Real Estate Co. analyzes dissenting shareholder appraisal rights in a complex corporate reorganization that resulted in a new majority owner of a major real estate brokerage firm. This week’s New York Business Divorce has the story.
DON’T MISS TOMORROW MORNING’S CLE PROGRAM AT THE LONG ISLAND MARRIOTT ON DRAFTING ORGANIZATIONAL DOCUMENTS FOR LIMITED LIABILITY COMPANIES, AT WHICH I’LL BE PRESENTING ON “LESSONS FROM THE LITIGATION TRENCHES”. FOR MORE INFORMATION, SEE TODAY’S POSTING OR CALL 1-800-582-2452.
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Continue Reading Corporate Reorganization to Bring in New Majority Owner Triggers Dissenting Shareholder Appraisal Rights

A recent decision by the Brooklyn Surrogate’s Court in a fight over LLC assets highlights the interplay between the statute of limitations and the grounds for LLC dissolution as defined in last year’s appellate ruling in the 1545 Ocean Avenue case. The Surrogate’s Court case, Sealy v. Alston, is featured in this week’s New York Business Divorce.
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Continue Reading Statute of Limitations Issue Highlights Distinction Between Bases for Judicial Dissolution of LLCs Versus Other Business Forms

This week’s New York Business Divorce offers short summaries of three recent cases involving shareholder disputes. Two of them address procedural issues concerning venue and the court’s post-settlement enforcement power, and the third, well, you’ll just have to read it for yourself.
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Continue Reading Venue, Menu and Hebrew: Short Takes on Three Dissolution Cases